[8-K] Commault Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

Commvault Systems held its Annual Meeting of Stockholders on August 7, 2025. Shareholders elected nine directors to serve until the 2026 meeting, approved the company's executive compensation on an advisory basis, ratified Ernst & Young LLP as independent auditor for the fiscal year ending March 31, 2026, and approved 1.3 million additional shares under the 2016 Omnibus Incentive Plan.

Vote totals show strong majority support for director nominees (each receiving roughly 38–39 million "For" votes) with broker non-votes of 2,604,320 recorded in the director elections and the omnibus plan vote. The say-on-pay vote passed with 37,695,055 For, and the auditor was ratified with 39,484,757 For.

Positive

• Nine directors elected with majority support (each nominee received roughly 38–39 million "For" votes)
• Advisory approval of executive compensation passed with 37,695,055 For
• Ernst & Young LLP ratified as independent auditor for fiscal year ending March 31, 2026 (39,484,757 For)
• 1.3 million additional shares approved under the 2016 Omnibus Incentive Plan (For: 37,339,764)

Negative

• Broker non-votes of 2,604,320 were recorded in the director elections and the omnibus plan vote, reducing votes cast on those matters
• Notable opposition levels for some director nominees (e.g., up to 860,062 Against for one nominee) and non-trivial abstentions on several proposals
• Say-on-pay is advisory (non-binding), so its approval does not legally compel changes to executive compensation

Insights

Corporate Governance Expert

TL;DR: Routine governance items approved with clear majorities; broker non-votes notable.

The election of nine directors and the advisory approval of executive compensation demonstrate broad shareholder support for management and the board, with each nominee receiving roughly 38–39 million votes in favor. The ratification of Ernst & Young LLP as auditor passed comfortably with 39,484,757 votes for. The approval of 1.3 million additional shares under the omnibus plan cleared a shareholder vote but recorded 2,604,320 broker non-votes in the election and plan votes, which reduces the number of shares participating in those decisions. Abstentions and several hundred thousand votes against some nominees indicate pockets of dissent but no change in control or board composition.

Securities Analyst

TL;DR: Outcomes are neutral for short-term valuation; governance continuity is maintained.

The annual meeting results are largely procedural: all nine director nominees were elected and key proposals passed, preserving existing governance and compensation frameworks. The advisory say-on-pay passed with 37,695,055 For and relatively limited opposition compared with total votes cast. The auditor ratification showed solid support (39,484,757 For), and the 1.3 million-share increase for the omnibus incentive plan was approved (For: 37,339,764). These results remove near-term governance uncertainty but do not by themselves change the company's financial trajectory.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 7, 2025

COMMVAULT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-33026

22-3447504

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1 Commvault Way

Tinton Falls, New Jersey 07724

(Address of principal executive offices, including zip code)

(732) 870-4000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			CVLT			The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on August 7, 2025 (the "Annual Meeting") at which the Company’s stockholders voted for (1) the election of nine (9) directors to serve until the 2026 Annual Meeting, (2) executive compensation on a non-binding, advisory basis, (3) the appointment of Ernst & Young LLP as the Company’s independent auditor and public accountants for the fiscal year ending March 31, 2026, and (4) additional shares to be available for issuance under Commvault’s 2016 Omnibus Incentive Plan. The voting results are as follows:

1.    Election of Directors:

			For			Against			Abstain			Broker Non-Vote
(01). Nicola Adamo			38,881,512			346,928			50,847			2,604,320
(02). Martha Bejar			38,489,986			693,710			95,591			2,604,320
(03). Keith Geeslin			38,315,214			860,062			104,011			2,604,320
(04). Vivie “YY” Lee			38,428,692			712,124			138,471			2,604,320
(05). Sanjay Mirchandani			39,166,595			9,956			102,736			2,604,320
(06). Chuck Moran			39,149,491			32,263			97,533			2,604,320
(07). Allison Pickens			38,756,512			380,398			142,377			2,604,320
(08). Shane Sanders			38,466,352			666,755			146,180			2,604,320
(09). Arlen Shenkman			39,153,970			23,133			102,184			2,604,320

2.    Approve, on an advisory basis, the Company’s executive compensation.

For			Against			Abstain			Broker Non-Vote
37,695,055			1,482,760			101,472			2,604,320

3.    Ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2026.

For			Against			Abstain			Broker Non-Vote
39,484,757			2,346,457			52,393			0

4.     Approve 1.3 million additional shares to be available for issuance under the Commvault’s 2016 Omnibus Incentive Plan, as amended.

For			Against			Abstain			Broker Non-Vote
37,339,764			1,805,321			134,202			2,604,320

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMVAULT SYSTEMS, INC.

Dated:			August 11, 2025			/s/ Danielle Sheer
						Name: Danielle Sheer Title: Chief Legal & Trust Officer, Secretary

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FAQ

When did Commvault (CVLT) hold its Annual Meeting and what was voted on?

The Annual Meeting was held on August 7, 2025. Shareholders voted to elect nine directors, approve executive compensation on an advisory basis, ratify Ernst & Young LLP as auditor for fiscal 2026, and approve 1.3 million additional shares under the 2016 Omnibus Incentive Plan.

How many votes did the company receive for ratifying Ernst & Young as auditor?

Ernst & Young LLP was ratified with 39,484,757 For, 2,346,457 Against, and 52,393 Abstain.

What were the results of the advisory vote on executive compensation for CVLT?

The advisory say-on-pay vote passed with 37,695,055 For, 1,482,760 Against, 101,472 Abstain, and 2,604,320 Broker Non-Votes.

How many additional shares were approved for the omnibus incentive plan?

Shareholders approved 1.3 million additional shares for issuance under Commvault's 2016 Omnibus Incentive Plan, with 37,339,764 For and 1,805,321 Against.

Did any proposals record significant broker non-votes or abstentions?

Yes. The director elections and the omnibus plan vote each show 2,604,320 Broker Non-Votes, and several proposals recorded abstentions (ranging from tens of thousands to over 100,000).